SECRETARY’S CERTIFICATE

I, __________________________________, Filipino, of legal age, and with office address at

_____________________________, after having been sworn in accordance with law, do hereby depose and
state that:

1. I am the duly elected and incumbent Corporate Secretary of ____________________________, a

corporation duly organized and registered in accordance with the laws of the Republic of the Philippines
with principal office address at __________________________________________________ (the
“Corporation”);

2. As Corporate Secretary of the Corporation, I have under my custody and control the Minutes Book
wherein the minutes of the meetings of the Board of Directors are recorded;

3. At the Regular / Special Meeting of the Board of Directors held at _______________ on

________________________, during which meeting a quorum was present, the following resolutions
were unanimously passed and approved:

I. DEPOSITORY BANKS OF THE CORPORATION

RESOLVED, that the following: BANK OF THE PHILIPPINE ISLANDS, BPI FAMILY SAVINGS BANK
and/or BPI DIRECT SAVING BANK, INC., their subsidiaries, and affiliates including non-bank financial
institutions either at their head offices or at any of their branches (the “Depository Banks”) be, as they
hereby are, designated individually as depositories of the Corporation, and that the officers or agents of
the Corporation herein designated be, as they hereby are, authorized to deposit/place any of the funds
of the Corporation, whether peso, dollar or any other currency, in any of the said banks,.

II. WITHDRAWAL OR CHARGE AGAINST THE FUNDS OF THE CORPORATION WITH ITS
DEPOSITORY BANKS, THEIR SUBSIDIARIES AND AFFILIATES, INCLUDING NON-BANK
FINANCIAL INSTITUTIONS

RESOLVED, that any withdrawal from, or charge against, the funds, properties or accounts of the
Corporation with its Depository Banks, their subsidiaries, and affiliates, by way of checks, drafts, bills of
exchange, acceptances, endorsements, undertakings, debit/credit memo(s), funds transfer(s)
instructions, letter of instructions and/or other similar instruments or order involving payment of money or
documents assigning, transferring and conveying rights to any fund or property of the Corporation, shall
be signed, executed and delivered by the Authorized Signatories designated herein.

RESOLVED, that the Corporation hereby acknowledges and confirms that payments or funds transfers,
through any modes stated above, from the accounts of the Corporation to other accounts of the
Corporation or to the accounts of its subsidiaries, affiliates, officers or other third party, as long as done
through the Authorized Signatories, are for the purpose of or in furtherance of the normal or regular
course of business of the Corporation or for the Corporation's day to day operations;

III. CASH MANAGEMENT AND OTHER TRANSACTIONAL BANKING SERVICES

RESOLVED, that the Corporation be, as it is hereby, authorized to enter into transaction and/or avail of
products or facilities of, or brokered by, or through the intermediation of the Depository Banks, including
but not limited to, cash management services, phone / electronic / internet banking facilities, safety
deposit boxes, deposit pick-up arrangements, placements and / or purchase of debt papers, negotiable
instruments, trust placements and similar transactions as the Corporation may deem reasonable,
beneficial and in the furtherance of the interests of the Corporation.
 RESOLVED, that the Corporation's Authorized Signatories be, as they are hereby authorized to sign, for
and in behalf of the Corporation any documents, papers, instruments, instructions, enrollment forms,
agreements, or contracts as may be appropriate and/or required for the implementation of the powers
/transactions authorized above. The Authorized Signatories are likewise authorized to designate the
Corporation’s encoder and approver (collectively the “System Administrators”) for online banking
facilities via a signed enrollment form, or to effect any modification thereof via a signed letter of
instruction acceptable to the Bank.

RESOLVED, that the Corporation’s System Administrators be as they are hereby authorized, for and in
behalf of the Corporation, to manage the online banking facilities availed of by the Corporation, and to
perform functions including but not limited to the enrollment, modification and removal of transactional
users (e.g. makers and authorizers), updating of company information, and acceptance of amendments
to the facility terms and conditions, via the online platform.

RESOLVED, that the Corporation warrants that the Corporation obtained all necessary authorizations
and consents as may be required by applicable confidentiality and data privacy laws or agreement to
enable the Bank to process any information (including personal information) of an individual submitted
by the Corporation to the Bank in connection with its authorization to avail and/or availment of Cash
Management Services/Facilities from the Bank;

IV. LOAN NEGOTIATION AND DRAWINGS, AVAILMENTS OR UTILIZATION OF LOANS OR OTHER

CREDIT ACCOMMODATIONS:

RESOLVED, that the Corporation is hereby authorized to apply, negotiate and obtain any and all loans
or other credit accommodations or facilities of the Corporation, whether in peso, dollar or any other
currency, including, but not limited to, term loans, revolving credit facilities, letters of credit or trust
receipts, receivables financing, with any of the Depository Bank and/or their respective parent
corporation, subsidiaries and affiliates including their trust departments, or with any other bank or non-
bank financial institution, or with any other lender or entity, or with any foreign bank, in such amounts
and under such terms and conditions as the Corporation's Authorized Signatories may deem proper and
reasonable;

RESOLVED, that the Corporation is hereby authorized to grant, transfer, convey, mortgage, pledge,
assign or hypothecate any property, real or personal, of the Corporation to secure the repayment of the
principal and interest of the loans, advances and/or credit facilities of the Corporation whether owned or
thereafter acquired, under such terms and conditions and stipulations as the Corporation's Authorized
Signatories may deem advisable and desirable in the best interest of the Corporation and its
stockholders:

RESOLVED, further that the Corporation's Authorized Signatories, be, as they are hereby, authorized to
sign, execute and deliver such loan documents, mortgages, pledges, assignments, conveyances, trust
receipts, renewals, supplements, amendments thereto, and such other instruments and papers as may
be required, necessary to implement and carry into effect the resolutions and authority herein granted.

RESOLVED, furthermore, that any drawings, availments, re-availments, usage or utilization of the loans
or other credit accommodations or facilities including letters of credit, trust receipts, promissory notes,
drafts, bills of exchange and other negotiable or non-negotiable instruments or other evidence of
indebtedness shall be signed, executed and delivered by the Corporation's Authorized Signatories

V. FOREIGN EXCHANGE TRANSACTIONS

 RESOLVED, that the Corporation shall apply, negotiate and obtain for establishment or opening of
letters of credit, foreign exchange purchase, or other modes of trade payments/collections with any of
the aforesaid Depository Banks, their subsidiaries and affiliates including non-bank financial institutions;

RESOLVED, that any and all documents, instruments, and papers, including and without in any manner
restricting or limiting to applications for establishment or opening of letters of credit, or other modes of
trade payments/collections, foreign exchange purchase, their renewals, extensions, amendments or
increase or decrease of the same, bankers acceptances, bills of exchange, guarantee bonds, bills of
lading or any and all such other instruments, documents and papers related to foreign exchange
transactions, such as purchase or sale of foreign exchange, servicing of trade or non-trade transactions
involving visible and invisibles, shall be signed, executed and delivered by the Corporation's Authorized
Signatories.

VI. AUTHORIZED SIGNATORY/IES

RESOLVED, that any [Specify Number of Signature Requirement] of the following, are designated as
the Authorized Signatories of the Corporation:

NAME POSITION SPECIMEN SIGNATURE

______________ ________________ ______________________

______________ ________________ ______________________

______________ ________________ ______________________

(Please list down all signatories and any respective limits in amounts, if any i.e. singly, jointly, one Class
A with one Class B, etc. along with their specimen signature.)

RESOLVED, further, that the duly elected and incumbent Directors and/or the Corporate Secretary of
the Corporation be authorized, as they are hereby authorized, to submit certifications as regards any
amendment to the list of Authorized Signatories including any addition, deletion or any change in the
Authorized Signatories.

RESOLVED further that in addition to the Authorized Signatories, any ONE of the following corporate
personnel has the authority (a) to inquire on matters pertaining to the Corporation’s account, e.g.
outstanding balances and (b) to confirm the due issuance of any checks, the correctness of all the
entries thereon and/or regularity of the check (vis-a-vis technical validity/deficiencies) and any other
related transaction/matters:

NAME POSITION SPECIMEN SIGNATURE

______________ ________________ ______________________

______________ ________________ ______________________

______________ ________________ ______________________

RESOLVED furthermore that any [Specify Number of Signature Requirement] of the Authorized
Signatories are hereby authorized to submit the updated list of corporate personnel authorized to do any
of the acts described in the immediately preceding paragraph, whenever applicable and necessary.
VII. OTHER RESOLUTIONS

RESOLVED, further, that the above resolutions are beneficial for and are all in furtherance of the
business and interests of the Corporation.

RESOLVED, finally, that the Corporation agrees to hold free and harmless as well as indemnify the
depository banks, its stockholders, directors, officers, employees and representatives from any and all
liabilities, claims, suits, charges or expenses, of whatever nature arising out of, in connection with or by
virtue of the implementation of the above-mentioned resolutions.

4. That I the Corporate Secretary, do hereby certify that the foregoing resolutions continue to be valid,
binding and effective until otherwise revoked in writing by the Corporation and which written revocation
was duly received by the depositary banks.

IN WITNESS WHEREOF, I have hereunto set my hands on the _____________________________, in

________________________.

Corporate Secretary

REPUBLIC OF THE PHILIPPINES)

_____________________________)S.S.

Subscribed and sworn to before me in ____________, on this ____ day of __________, affiant (state
name of affiant) , who is personally known to me and to me known to be the same person who executed the
foregoing instrument, exhibited to me his/her Community Tax Certificate No. __________ issued at
__________ on ___________ ; and / or who was identified by me through competent evidence of identity to
be the same person who executed the foregoing instrument, exhibited to me his/her Government Issued ID No.
_______ issued at _________ on __________.

Notary Public
My Commission Expires on ___________________
Commisison Serial No. ______________________
Place of Commision ________________________
Office Address ____________________________
Roll No. ______________BP No. ______________
PTR No.________Place ______ Date _________

Doc. No. ____;

Book No. ____;
Page No. ____;
Series of ____.